Category: Corporate Governance
Corp Fin provides relief on conflict minerals in light of final judgment in National Association of Manufacturers v. SEC
by Cydney Posner Today, in light of the entry of final judgment by the D.C. District Court in National Association of Manufacturers v. SEC, Corp Fin issued an Updated Statement on the Effect of the Court of Appeals Decision on the Conflict Minerals Rule that provides substantial relief to companies subject to […]
More opposition to the virtual-only annual meeting
by Cydney Posner In case you missed it, Gretchen Morgenson’s column in the Sunday NYT railed against virtual-only annual meetings, which according to her data (provided by Broadridge), have increased in number from 21 in 2011 to 154 in 2016. And joining in the condemnation of the practice was NYC […]
SEC adopts JOBS Act inflation adjustments and other technical changes
by Cydney Posner The SEC has adopted a number of inflation-related adjustments under the JOBS Act, including an adjustment to the revenue cap in the definition of “emerging growth company,” as well as adjustments to the dollar amounts in Reg Crowdfunding. A number of technical amendments were also adopted to […]
Final judgment entered in conflict minerals case, National Association of Manufacturers v. SEC
by Cydney Posner Today, the D.C. District Court entered final judgment in National Association of Manufacturers v. SEC, holding that Section 1502 of Dodd-Frank and Rule 13p-1 and Form SD, Conflict Minerals, violate the First Amendment to the extent that the statute and the rule require regulated entities to report […]
Is relative TSR still the performance metric of choice?
by Cydney Posner According to a just-released report from Equilar, an executive compensation and corporate governance data firm, “relative total shareholder return” continues to be the most common performance measure used in long-term incentive plans for CEOs among S&P 500 companies. However, after years of increasing prevalence among companies in […]
Investigate Piwowar?
by Cydney Posner Not everyone is pleased by the actions taken by Acting SEC Chair Michael Piwowar directing the SEC staff to review the conflict minerals and pay-ratio disclosure rules. In fact, today, four Senate Democrats on the Senate Banking Committee have called for an investigation into whether he has […]
State Department ventures into conflict minerals
by Cydney Posner Bloomberg BNA is reporting that the State Department has launched a new review of “how best to support responsible sourcing of conflict minerals,” which will continue through April 28. Although it’s not known whether the SEC is involved in the State Department’s efforts, BNA suggests that the […]
Do board self-evaluations help produce a high-functioning board?
by Cydney Posner In this paper from the Rock Center for Corporate Governance at Stanford University, Board Evaluations and Boardroom Dynamics, the authors suggest that board self-evaluations aren’t all they’re cracked up to be. While, based on a recent study, 89% of directors believe their boards have the skills and […]
European Parliament approves conflict minerals rules for the EU
by Cydney Posner Last week, the European Parliament approved, by a vote of 558 to 17 with 45 abstentions, new rules on conflict minerals, 3TG—tin, tungsten, tantalum and gold. Proceeds from the sale of conflict minerals, which are used in the production of products such as mobile phones, cars and […]
Just as the U.S. seeks to roll back regulations, the European Parliament adopts new corporate governance rules
by Cydney Posner Just when the U.S. is looking at how to roll back its regulations on corporations (among others) (see, e.g., this PubCo post, this PubCo post and this PubCo post), the rest of the world seems to be headed in the opposite direction. On Tuesday, the EU Parliament approved a […]
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